EXHIBIT 10.37
  
                  AMENDED AND RESTATED PROMISSORY NOTE
                                     
                         AMENDED AND RESTATED
                           PROMISSORY NOTE
                          James E. Acridge
  
  
  Initial Principal Amount:  $4,000,000.00
  Initial Rate:  Prime plus 2.0%
  Date of Note:  September 17, 1998
  Additional Principal Amount:  $1,000,000.00
  Amended Rate: Prime plus 3.0% from and after December 23,  1998
  Effective Date of Amendment:  December 23, 1998
  
  
       For value received, JAMES E. ACRIDGE ("Borrower") promises
  to pay to GIANT INDUSTRIES, INC., a Delaware corporation
  ("Giant"), or order, in lawful money of the United States of
  America, (a) the initial principal amount of four million
  dollars ($4,000,000.00), together with interest on the unpaid
  initial principal amount from September 17, 1998, until paid in
  full and (b) the additional principal amount of one million
  dollars ($1,000,000.00), together with interest on the unpaid
  additional principal amount from December 23, 1998, until paid
  in full.  The annual interest rate on this Note is the Prime
  rate as published in the Western Edition of the Wall Street
  Journal on September 17, 1998, plus two percent (2.0%) from
  September 17, 1998, through December 22, 1998, and the Prime
  rate as published in the Western Edition of the Wall Street
  Journal on September 17, 1998, plus three percent (3%) from
  December 23, 1998, through February 28, 2001.
  
       Borrower will pay an initial interest payment on or before
  February 28, 1999 on all principal advanced through and
  including December 31, 1998.  Thereafter, Borrower will pay
  interest only semi-annually on each June 30 and December 31 of
  each year until February 28, 2001 (the "Maturity Date"), at
  which time all outstanding principal and interest shall be
  fully due and payable. 
  
       Borrower will pay Giant at Giant's corporate offices,
  23733 North Scottsdale Road, Scottsdale, Arizona, 85255, or at
  such other place as Giant may designate in writing.  Unless
  otherwise agreed or required by applicable law, payments will
  be applied first to accrued unpaid interest, then to principal,
  and any remaining amount to any unpaid collection costs and
  late charges.
  
       The annual interest rate for this Note is computed on the
  basis of a 365-day year; that is, by applying the ratio of the
  annual interest rate over a year of 365 days, multiplied by the
  outstanding principal balance, multiplied by the actual number
  of days the principal balance is outstanding.  Under no
  circumstances will the interest rate on this Note be more than
  the maximum rate allowed by applicable law.
  
       Borrower may pay without penalty all or a portion of the
  amount owed earlier than it is due. 
  
       Borrower will be in default if any of the following
  happens:  (a) Borrower fails to make any payment when due; (b)
  Borrower fails to comply with or to perform when due any other
  term, obligation, covenant, or condition contained in this
  Note; (c) a receiver is appointed for any part of Borrower's
  property, or any proceeding is commenced either by Borrower or
  against Borrower under any bankruptcy or insolvency laws; (d)
  Borrower defaults under that certain Agreement, dated September
  17, 1998, between Borrower and Giant; or (e) Borrower defaults
  under that certain Agreement, of even date herewith, between
  Borrower and Giant.
  
       Upon default, Giant may declare the entire unpaid
  principal balance on this Note and all accrued unpaid interest
  immediately due, and then Borrower will pay that amount.  Upon
  default, including failure to pay upon final maturity, Giant,
  at its option, may also, if permitted under applicable law,
  increase the interest rate on this Note by an additional three
  percent (3.0%).  The interest rate will not exceed the maximum
  rate permitted by applicable law.  Giant may hire or pay
  someone else to help collect this Note if Borrower does not
  pay, and Borrower also will pay Giant that amount, if
  reasonable.  This includes, subject to any limits under
  applicable law, Giant's reasonable attorneys' fees and Giant's
  reasonable legal expenses whether or not there is a lawsuit,
  including attorneys' fees and legal expenses for bankruptcy
  proceedings (including efforts to modify or vacate any
  automatic stay or injunction), appeals, and any anticipated
  post-judgment collection services.  If not prohibited by
  applicable law, Borrower also will pay any court costs, in
  addition to all other sums provided by Law.
  
       This Note has been delivered to Giant and accepted by
  Giant in the State of Arizona.  If there is a lawsuit, Borrower
  agrees upon Giant's request to submit to the jurisdiction of
  the courts of Maricopa County, the State of Arizona.  This Note
  shall be governed by and construed in accordance with the laws
  of the State of Arizona. 
  
       Giant may delay or forgo enforcing any of its rights or
  remedies under this Note without losing them.  Borrower, to the
  extent allowed by law, waives presentment, demand for payment,
  protest and notice of dishonor.  The parties agree that Giant
  may modify this loan without the consent of or notice to anyone
  other than Borrower.
  
       Borrower agrees to an effective rate of interest that is
  the rate specified in this Note plus any additional rate
  resulting from any other charges in the nature of interest paid
  or to be paid in connection with this Note.
  
       This Amended and Restated Note has been issued pursuant to
  a Loan Agreement dated September 17, 1998, followed by a
  Modification Agreement, of even date herewith, between Borrower
  and Giant, the provisions of which are incorporated herein by
  reference.
  
       PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTANDS
  ALL THE PROVISIONS OF THIS NOTE.  BORROWER AGREES TO THE TERMS
  OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE
  NOTE.
  
  
                           BORROWER:
  
                           /s/ James E. Acridge
                           --------------------------
                           James E. Acridge